Adagio Medical Holdings Inc 2025年度报告

FORM 10-K/A(Amendment No. 1) (MARK ONE) ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 ADAGIO MEDICAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d)of the Act. YesNo Check whether the issuer (1)filed all reports required to be filed by Section13 or 15(d)of the Exchange Act during the past 12months(or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements forthe past 90days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act by the registered public accounting firmthat prepared or issued its audit report. If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). YesNo As of June 30, 2025, the aggregate market value of the common stock of the registrant held by non-affiliates was: $7.0 million. As ofMarch 23, 2026, there were 22,210,459 shares of common stock, $0.0001 par value, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement to be filed in connection with the registrant’s 2026 annual general meeting ofshareholders (“2026 Proxy Statement”) are incorporated by reference into PartIII of this Form10 K where indicated. The 2026 ProxyStatement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to whichthis report relates. EXPLANATORY NOTE Adagio Medical Holdings,Inc. is filing this Amendment No.1 on Form10-K/A (the “Amendment”) to amend its original AnnualReport on Form10-K for the period ended December31, 2025 (the “Original Form10-K”), originally filed with the Securities andExchange Commission (the “SEC”) on March27, 2026, for the sole purpose of including revised Exhibits 31.1 and 31.2, whichreplace the previously filed versions of those exhibits, to correct an inadvertent omission of certain language from paragraph 4 of theExhibit31.1 and Exhibit31.2 certifications filed with the Original Form10-K. This Amendment contains only the Cover Pageto this Amendment, this Explanatory Note,Item 15, the Signature Page, and thecertifications attached to this Amendment as Exhibits 31.1 and 31.2. No other changes have been made to the Original Form10-K.This Amendment speaks as of the original filing date of the Original Form10-K, does not reflect events that may have occurredsubsequent to the original filing date, and does not modify or update in any way disclosures made in the Original Form10-K. Accordingly, this Amendment should be read in conjunction with the Original Form10-K and our other filings with the SEC. Thefiling of this Amendment is not an admission that the Original Form10-K, when filed, included any untrue statement of a material factor omitted to state a material fact necessary to make a statement not misleading. PARTIV Item15.Exhibits and Financial Statement Schedules. (b)Exhibits. The following exhibits are filed as part of, or incorporated by reference into, this Amendment. No.Description of Exhibit2.1Business Combination A